Contributed by Martin Mitchell of the Corporate Training Group
In case you were too busy to have kept up with all the news, contributor Martin Mitchell has gathered some important market events from last week to help you start this week well informed:
Mergers and Acquisitions
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Sterlite Industries, part of UK-listed Vedanta Resources, has agreed to buy the operating assets of US copper miner Asarco for $1.7bn. Asarco filed for Chapter 11 bankruptcy protection in 2005 after being sued for asbestos, environmental and pollution claims. Sterlite will assume the operating liabilities, but not the legacy liabilities for asbestos and environmental claims. The deal will see Sterlite pay $1.1bn in cash and then a further $600m in senior secured non-interest bearing promissory notes. The promissory notes will be issued over 9 years, starting at $20m per year from year 2, with a final terminal ‘payment’ of $460m in 2018. The amount of promissory notes issued could increase if the copper price rises above $6000 a tonne. The agreement is still subject to US bankruptcy court approval. RBS Securities advised Sterlite and Asarco was advised by Barclays Capital.
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Pharmaceutical company Merck announced an agreed takeover of its rival Schering-Plough for $41bn. The deal will create one of the world’s biggest drugmakers and is being achieved by a reverse takeover with the smaller Schering-Plough technically acquiring Merck. The deal has been structured in this way to remove the need for Schering to give up its right to a lucrative immunological drug Remicade to its partner Johnson & Johnson. The takeover is the latest in the sector, following Pfizer’s $68bn deal for Wyeth in January and the ongoing negotiations for Roche to takeover Genentech.
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Apparently the Merck/Schering-Plough deal was code named Project Solar, with Merck referred to as Mercury and Schering-Plough as Saturn. In a reflection of the troubled financial markets Merck is required to pay Schering-Plough $2.5bn if it fails to provide finance for the deal. A similar clause requires Schering-Plough to pay $1.25bn to Merck if it identifies an alternative, superior deal.
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Swiss pharmaceuticals company Roche won backing from the independent directors of US biotechnology firm Genentech for its latest $95 per share bid. Roche has raised its bid for the 44% of Genentech it does not own from $89 per share. If successful, the purchase will cost Roche $47bn.
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Kohlberg Kravis Roberts, the private equity firm that owns the British pharmacy chain Alliance Boots, has made an approach to acquire Phoenix, a German drug wholesaler that delivers to more than 43,000 pharmacies in 23 countries. Phoenix could be valued at about €4bn.
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The pending legal action by Rohm and Haas against Dow Chemical was delayed as the companies continued to negotiate to resurrect the deal to merge the two companies. Dow had refused to complete the merger in January because under the terms, it would have caused ‘irreparable harm’ to both companies. Rohm and Hass argued it is under no obligation to modify the terms, and threatened to commence legal action. Read more
In Case You Missed It: News Round-Up
NewsIn case you were too busy to have kept up with all the news, contributor Martin Mitchell has gathered some important market events from last week to help you start this week well informed:
Mergers and Acquisitions
Sterlite Industries, part of UK-listed Vedanta Resources, has agreed to buy the operating assets of US copper miner Asarco for $1.7bn. Asarco filed for Chapter 11 bankruptcy protection in 2005 after being sued for asbestos, environmental and pollution claims. Sterlite will assume the operating liabilities, but not the legacy liabilities for asbestos and environmental claims. The deal will see Sterlite pay $1.1bn in cash and then a further $600m in senior secured non-interest bearing promissory notes. The promissory notes will be issued over 9 years, starting at $20m per year from year 2, with a final terminal ‘payment’ of $460m in 2018. The amount of promissory notes issued could increase if the copper price rises above $6000 a tonne. The agreement is still subject to US bankruptcy court approval. RBS Securities advised Sterlite and Asarco was advised by Barclays Capital.
Pharmaceutical company Merck announced an agreed takeover of its rival Schering-Plough for $41bn. The deal will create one of the world’s biggest drugmakers and is being achieved by a reverse takeover with the smaller Schering-Plough technically acquiring Merck. The deal has been structured in this way to remove the need for Schering to give up its right to a lucrative immunological drug Remicade to its partner Johnson & Johnson. The takeover is the latest in the sector, following Pfizer’s $68bn deal for Wyeth in January and the ongoing negotiations for Roche to takeover Genentech.
Apparently the Merck/Schering-Plough deal was code named Project Solar, with Merck referred to as Mercury and Schering-Plough as Saturn. In a reflection of the troubled financial markets Merck is required to pay Schering-Plough $2.5bn if it fails to provide finance for the deal. A similar clause requires Schering-Plough to pay $1.25bn to Merck if it identifies an alternative, superior deal.
Swiss pharmaceuticals company Roche won backing from the independent directors of US biotechnology firm Genentech for its latest $95 per share bid. Roche has raised its bid for the 44% of Genentech it does not own from $89 per share. If successful, the purchase will cost Roche $47bn.
Kohlberg Kravis Roberts, the private equity firm that owns the British pharmacy chain Alliance Boots, has made an approach to acquire Phoenix, a German drug wholesaler that delivers to more than 43,000 pharmacies in 23 countries. Phoenix could be valued at about €4bn.
The pending legal action by Rohm and Haas against Dow Chemical was delayed as the companies continued to negotiate to resurrect the deal to merge the two companies. Dow had refused to complete the merger in January because under the terms, it would have caused ‘irreparable harm’ to both companies. Rohm and Hass argued it is under no obligation to modify the terms, and threatened to commence legal action. Read more
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